PURCHASE AND SALE AGREEMENT

SEVENTH AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Seventh Amendment”) is made and entered into as of February 22, 2007 by and between GREIT–ONE WORLD TRADE CENTER, L.P., a California limited partnership (“Seller”), and LEGACY PARTNERS REALTY FUND II, LLC, a Delaware limited liability company (“Buyer”).

RECITALS

A. Seller and Buyer have entered into that certain Purchase and Sale Agreement dated as of August 17, 2006, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of September 21, 2006, that certain Second Amendment to Purchase and Sale Agreement dated as of January 5, 2007, that certain Third Amendment to Purchase and Sale Agreement dated as of January 19, 2007, that certain Fourth Amendment to Purchase and Sale Agreement dated as of January 26, 2007, that certain Fifth Amendment to Purchase and Sale Agreement dated as of January 31, 2007 and that certain Sixth Amendment to Purchase and Sale Agreement dated as of February 15, 2007 (as amended, the “Purchase Agreement”), with respect to that certain real property commonly known as One World Trade Center, located in the County of Los Angeles, State of California, and more particularly described in the Purchase Agreement.

B. The parties hereto desire to amend the Purchase Agreement to confirm certain matters as set forth below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

1. Defined Terms. Initially capitalized terms used in this Seventh Amendment and not otherwise defined in this Seventh Amendment shall have the meanings provided for such terms in the Purchase Agreement.

2. Closing. Notwithstanding anything to the contrary in Section 7.2.1 of the Purchase Agreement, Seller and Buyer agree that the outside date for Closing shall be extended to February 28, 2007.

3. Miscellaneous. Except to the extent expressly modified by this Seventh Amendment, the Purchase Agreement remains in full force and effect. To the extent of any inconsistency between this Seventh Amendment and the Purchase Agreement, the terms and conditions of this Seventh Amendment shall control. This Seventh Amendment may be executed in multiple counterparts, all of which, taken together, shall constitute one document. This Seventh Amendment shall be deemed effective against a party upon receipt by the other party (or its counsel) of a counterpart executed by facsimile.

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IN WITNESS WHEREOF, Seller and Buyer have executed this Seventh Amendment as of the date referenced above.

SELLER:

GREIT–ONE WORLD TRADE CENTER, L.P.,

a California limited partnership

		By: Its:		GREIT – One World Trade Center GP, LLC, a California limited liability company General Partner
				By:G REIT, L.P., a Virginia limited partnership, Its:sole member
				By:G REIT, Inc., a Maryland corporation, Its:General Partner
				By: /s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title: Executive Vice President
BUYER:
LEGACY PARTNERS REALTY FUND II, LLC,
a Delaware limited liability company
By:		Legacy Partners Investment Management Services, LLC
Its:		a Delaware limited liability company Managing Member
		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Chief Financial Officer

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